July 8, 2011 VIRGIN ISLANDS PORT AUTHORITY

July 8, 2011 VIRGIN ISLANDS PORT AUTHORITY Post Office Box 301707 ST. THOMAS, VIRGIN ISLANDS U.S.A. 00803-1707 Maria Hodge, Esq. Hod e and Francois Re: Your Client - Thomas World Air, LLC Dear Atty. Hodge: .P 1? JUL 1 2 I The Virgin Islands Port Authority ("VIPA") is preparing to address the request by Thomas World Air, LLC ("TWA") to lease 13,200 sq. ft. of land on which to build a hangar at the Cyril E. King Airport, St. Thomas, VI. A study of possible sites was conducted and Option 5 has been selected by VIPA (see enclosures). In addition, please note that the total area of the hangar presented is 13,407.5 square feet (110' x 200' + 10' x 20.75'), not 13,200 square feet. In order to utilize the area identified in Option 5, an apron, bridge and connector will need to be constructed to connect the hangar to Taxiway B. The bridge would span the existing gut/ditch and would be the sub-structure for the connector. Please note that the Virgin Islands Port Authority will not construct the apron, the bridge, nor the connector, therefore the cost to do so shall be borne by TWA. Please have TWA review the information enclosed to determine if they care to proceed with the project considering the additional cost needed to construct the connector. If so, please revise the description of work to be performed, estimated cost of investment and timetable in the application. Please note that VIPA reserves the right to review and approve the design and construction of the proposed improvements. If not, please advise accordingly. Should you have any questions, please feel free to contact me or at Sincerely, et. t Denise M. Mills, f PM. Director of Property Management Enclosures pc: Kenn Hobson, Executive Director - VIPA Dale A. Gregory, Director of Engineering - VIPA Jose Nazario, Airport Manager (STT) - VIPA EFTA01123625 VIRGIN ISLANDS PORT AUTHORITY APPLICATION FOR SPACE/ TENANT INFORMATION 1. Applicant/ Business Name Thomas World Air, LLC Physical Address (current) c/o Charlotte Amalie, St. Thomas, VI 00802 Mailing Address (if different from above) Same Phone: Fax: E-Mail: Website: 2. Contact Person/ Position: Maria Hodge, Esq. Pho Fax: E-Mail 3. V. I. Port Authority Area(s) / Property (-ies) is/are being requested for lease: Area located adjacent to the southwest corner of the General Aviation Apron. Cyril E. King Airport 8203 Lindburgh Bay, St. Thomas, Virgin Islands 00802 4. Requested Use(s) of Property: List all Activities or Business Functions to Occur at Premises (Please provide sufficient Information to fully descnbe the activities. Additional Information may be attached) Private flight operations base for privately owned aircraft to include: flight planning, aircraft safe storage for a single aircraft and minor maintenance. 5. Term (and Option, if applicable) Requested: Not less than 5 years subject to renewal options. (Term granted is dependent on current policy and/or proposed investment) If applicant is current lease: N/ANew lease Term Extension -- Current Expiration Date 6. Name to Appear On Lease: Thomas World Air, LLC (including tradename(s)) Rev. 02.01.08 EFTA01123626 VIRGIN ISLANDS PORT AUTHORITY APPLICATION FOR SPACE / TENANT INFORMATION PAGE 2 7. Type of Business This is not a business but a private flight operations base for privately owned aircraft and a facility at which to store and maintain the aircraft. 8. Business Status (Please indicate which type below and provide supporting documentation / Please check only one.) Individual Joint Venture Government )OCX Partnership Corporation Limited Liability Company (LLC) Other: If Incorporated: Date of Incorporation V. I. Corporation In Good Standing Tradenames (If Any) N/A Federal Tax ID Number N/ADate formed (LLC) Sept. 19, 2008 N/A N/A Yes No Are you registered to do business in the United States Virgin Islands? N/A N/A Yes No 9. V. I. Business License No.(s) (Attach copy) List all other Licenses held N/AN/A 10. Name Of Principal(s) / Position(s) / Home Address(es) A. Jeffrey E. Epstein, Beneficial Owner Lithe St. James Island, St. Thomas, VI 00802 B. C. Jeanne Brennan, Manager Larry Visoski, Operations Manager Rev. 02.01.08 EFTA01123627 VIRGIN ISLANDS PORT AUTHORITY APPLICATION FOR SPACE / TENANT INFORMATION PAGE 3 11. Name Of Resident Agent Denise Francois, Esq Address St. Thomas, VI 00802 Phone: Fax: 12. Objectives (Applicant should dearly and concisely indicate what is intended to be accomplished.) Thomas World Air, LLC's objective is to build a single aircraft hangar located at the Cyril E. King Airport on St.Thomas for private flight operations, storage of its aircraft, as well as to use the space for maintenance of aircraft and an office incidental to the aircraft. 13. Expected Markets for Product(s) and/or Service(s) (Include Information pertaining to expected volume, trends, etc.) None. No products or services will be sold. This is a hangar for privately owned aircraft to be used for the owner's own purposes. 14. Experience (Describe extent, including duration, of business experience with emphasis on proposed type of business; Detail the experience of management or proposed management personnel.) The flight Operations Manager Is Lawrence Visoski who has 31 years of aviation This experience includes both maintenance and flight experience. 15. Number of Jobs to be Created by This Project None 16. Estimated size of space requested / How much space (i.e., sq. ft., acres, etc.) Is required for operations or in accordance with zoning law? 13,200 square feet or .303 acre 17. Do you plan to construct or place improvements on the Premises? XX Yes No Rev. 02.01.08 EFTA01123628 VIRGIN ISLANDS PORT AUTHORITY APPLICATION FOR SPACE / TENANT INFORMATION PAGE 4 18. Describe proposed improvements, type(s) of construction and required utilities and/or amenities -- Attach appropriate drawings and/or maps A steel hangar construction, office space located inside the hangar for flight department operations and record storage. 19. Estimated Costs of Investment: (REQUIRED) Labor Improvements Building MEP/Interior Total 450,000 200,000 575,000 175,000 1,400.000 20. Proposed Source(s) Of Financing for Investment Self-Financed 21. Projected Work Plan and Timetable (included anticipated start and completion dates) 1) Site - 60 days, 2) Slab - 120 days, 3) Erection of Building - 120 days 4) Finish Work (interior) - 60 days TOTAL - 360 days 22. Estimated Gross Income for the first/ next 5 Years of Operation (REQUIRED) Year 1 $ N/A Year 2 Year 3 Year 4 Year 5 23. Organizations(s) and/or Person(s) Consulted Structural Systems Limited Lawrence Visoski Gary Kearny Rev. 02.01.08 EFTA01123629 VIRGIN ISLANDS PORT AUTHORITY APPLICATION FOR SPACE / TENANT INFORMATION PAGE 5 24. Latest Financial Statement (Auditor Certified) Credit Report Attached N/A Yes No 25. Business References (REQUIRED) NAME A. Hedy Szabo B. Maria Hodge C Robert deJongh COMPANY First Back VI Hodge & Francois deJongh Group CONTACT # 26. Additional Information (pages may be added to further support application) Thomas World Air, LLC is a newly formed entity which is not engaged in any business- UNSIGNED OR INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED. ALL INFORMATION SUBMITTED ARE SUBJECT TO BE DISCLOSED TO THE PUBLIC UNDER THE FREEDOM OF INFORMATION ACT OF THE VIRGIN ISLANDS. SUBMITTED BY: SIGNATURE: PRINT NAME: POSITION: DATE: J•anne Brennan Manager October 12, 2010 Rev. 02.01.08 EFTA01123630 VIRGIN ISLANDS PORT AUTHORITY APPLICATION FOR SPACE / TENANT INFORMATION PAGE 6 CERTIFICATION BY APPLICANT The undersigned applicant hereby certifies that: It has not intentionally or unintentionally misrepresented or omitted material fact and has made full disclosure on the application and in supporting documentation(s); It has not knowingly engaged the services of any member of the Board of Governors of the Virgin Islands Port Authority, nor any firm, corporation, joint venture, partnership or other entity of which any member, officer or official of the Virgin Islands Port Authority is officer, director, stockholder or partner for the purpose of securing any benefit or benefits from the Virgin Islands Port Authority for the applicant; and further, It has not knowingly paid any money or obligated itself to pay any money or extended benefit to any member, officer or official of the Virgin Islands Port Authority, or any members of their immediate family, or any corporation, joint venture, partnership or other entity of which any member, officer or official of the Virgin Islands Port Authority is an officer, director, stockholder or partner, within the year immediately preceding the execution of this certification. Dated: aJbb. tz, a tie By: Title: Manager Sworn to and subscribed before me this 124;iday of Tyr z , 20 ID • My Commission Expires: JAIQI.V4ti (Of Rev. 02.01.08 EFTA01123631 GOVERNMENT OF THE VIRGIN ISLANDS OF THE. UNITED STATES -o- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 OFFICE OF THE LIEUTENANT GOVERNOR CERTIFICATE OF EXISTENCE To Whom These Presents Shall Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands, do hereby certify: That THOMAS WORLD AIR, LLC filed Articles of Organization with the Office of the Lieutenant Governor on September 19, 2008 and the Company is duly organized under the laws of the United States Virgin Islands; That the duration of this Limited Liability Company is unlimited; That the company has paid all applicable fees to date; and That Articles of Termination have not been filed by the company. In Witness Whereof, I have hereunto set my hand and affix the seal of the Government of the United States Virgin Islands, at Charlotte Amalie, this 13th day of October, 2010. Lieutenant Governor of the Virgin Islands EFTA01123632 -55- ago — 30; floi-o-f 2 I ••• 40> a. 4n II 1 2 1 I . I I I I I I I I I I I l I . I i.122..0.. i I I I I I I I I I I -II I I I I i I I I I I I I I I I I I I I I I I I I I I I I I I I -I I.4 I I I ^I I I t —1 lisaiI i I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I, I I I I I I I I I I Ii 1 1 I I I I I I I I / I I I I I t 1 1 o f I 1 4.• 4•• 1--1s,-0• —HE-----25' 0• RL EIL 40* 03. 25 0 25' 00 T0,-0° --f no 0 SL 1 0 rn • N 0 EFTA01123633 5' 6-:-: —0 eo --..305— EFTA01123634 PRELIMINARY DRAFT Proposed Freedom Hangar OPTION 1 This is the proposed 110' X 120' Freedom Hangar Location on the existing GA apron as proposed by the owner group in June 2010. Preliminary Site Plan: • Site preparation - Relocate 21-25 existing GA aircraft parking positions/tie downs • Construct Freedom Hangar on south edge of existing GA apron • Construct Concrete Apron Pad in front of hangar • Define aircraft ingress/egress to GA area; Remark GA Apron centerline Issues: • 500' BRL (Structures are to be 500' or greater from RAN centerline) • Line of sight - ATCT to Taxiways F, B and G • Loss of 12 -15 GA parking position in front of GA Maintenance Hangar • Loss of 9-10 GA parking position south edge of apron • Loss of apron area in front of existing GA Maintenance Hangar • Access to Hangar-security issue • Constructing Hangar on FAA funded apron • Navaids impact??? Analysis: • Freedom Hangar location not consistent with the Master Plan/ALP • Hangar sited on existing FAA funded GA common use public aircraft parking apron pavement • ATCT line of sight problems • Hangar too close to runway • Hangar location impacts existing GA Maintenance operations area • Expand west GA apron to accommodate 20-25 GA parking/tie down positions EFTA01123635 OPTION 2 Preliminary Site Plan: o Site preparation - Relocate existing 3 Facilities o Construct new GA tie down area to accommodate 20-25 GA aircraft parking o Construct Freedom Hangar east end area of existing GA Maintenance Hangar o Construct Concrete Apron Pad in front of hangar • Remark GA Apron centerline Issues: o Relocate existing 3 Facilities; need new site location for these three facilities • Loss of 6-7 GA parking position adjacent to GA Maintenance Hangar • Loss of apron area adjacent to existing GA Maintenance Hangar • Constructing Hangar on part of FAA funded apron Analysis: • Freedom Hangar location not consistent with the Master Plan/ALP • Half of Hangar sited on existing FAA funded GA common use public aircraft parking apron pavement • Hangar location impacts existing GA Maintenance operations area o New area need to accommodate relocated facilities • Expand west GA apron to accommodate 4-6 GA parking/tie down positions. OPTION 3 Preliminary Site Plan: • Site preparation - relocate helicopter parking positions • Construct Freedom Hangar on west end of existing helicopter parking apron o Construct Concrete Apron Pad required in front of hangar • Construct Apron expansion required to accommodate the relocated helicopter parking positions o Existing Oil Water Separator to be relocated o Remark GA Apron centerline Issues; o Loss of 4-6 helicopter parking position adjacent to GA Maintenance Hangar • Loss of apron Taxilane area adjacent to existing GA Maintenance Hangar o Constructing Hangar on FAA funded apron o Where to relocate helicopter parking positions EFTA01123636 Analysis: Freedom Hangar location not consistent with the Master Plan/ALP o Hangar sited on existing FAA funded GA common use public aircraft parking apron pavement O Hangar location impacts existing GA Maintenance operations area o Apron expansion required to accommodate the relocation for helicopter parking positions OPTION 4 Preliminary Site Plan: O Site preparation - Green field site O File material required o Construct Freedom Hangar on fill material o Construct Concrete Apron Pad required O Construct Apron expansion required for corporate jet ingress/egress o Existing Oil Water Separator to be relocated O Remark GA Apron centerline Issues: o Loss of GA parking positions adjacent to GA Maintenance Hangar and helicopter parking areas O Loss of apron area adjacent to existing GA Maintenance Hangar * Constructing Hangar on fill material * New GA Taxilane/Apron area required o Existing Oil Water Separator to be relocated Analysis: o Freedom Hangar location not consistent with the Master Plan/ALP o Hangar location impacts existing GA Maintenance operations area o No loss of GA aircraft parking position o Helicopter parking apron to remain EFTA01123637 OPTION 5 Preliminary Site Plan: • Site preparation- Green field site • File material required • Construct Freedom Hangar on fill material • Construct Concrete Apron Pad required in front of hangar • Construct New Taxilane pavement required • Construct New Taxiway Bridge over drainage ditch required • Construct Drainage ditch improvement Issues: • Constructing Hangar on fill material • New GA Taxilane/Apron pavement required • New Taxiway Bridge over drainage ditch required Analysis: • Freedom Hangar in this location is not consistent with the Master Plan/ALP • Hangar location does not impact existing GA Maintenance operations area • Hangar location does not impact the existing helicopter parking apron • No loss of existing GA aircraft parking position EFTA01123638 Wtys.• OVVIIICV.4010.1-011I —c MI me 03/01201% FREEDOM CORPORATE HANGAR SITE LOCATION OPTIONS EFTA01123639 FREEDOM HANGAR OPTION 5 AIRPORT PROPERTY UNE/ FENCE UNE ----._ UNIVERSITY Cf THE PROPOSED FREEDOM NEW VIRGIN IS...ANDS 110' X 120' HANGAR WITH APRON ....-.....pres-ar ..-• xri-semirem•- ast-r NEW ACCESS ROAD STING (HELICOPIDaEFtlArRKING APRON REMAIN) II .0' - APRON —0- It -- ..• I I -0--- FUTURE I I FIFIURE APRON I I Bit IL-. I - -1-1- -1 - F - Tii - - 7 ast DRAINAGE DITCH I --(TO BE IMPROVED) 655 Nit I1 i I . -- -II PROPOSED BRIDGE I OVER DRAINAGE DITCH L i T 7 b 7 - -1 offal •Z I —- -- - r-fr-r-T- .00 I I BRL 7 - c.) K DRAINAGE DITCH (TO BE IMPROVED) L,I I II I I 85.V I I I 1 I "A4_ t_ill off I I II _I / ‘ 1% Tivi 'Er N It 0., a 1rcioo o hao GRAPHIC SCALE IN FEET EFTA01123640